Form 8-K

8-K — HUBSPOT INC

Accession: 0001193125-26-335148

Filed: 2026-08-05

Period: 2026-08-03

CIK: 0001404655

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Results of Operations and Financial Condition

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — hubs-20260803.htm (Primary)

EX-99.1 (hubs-ex99_1.htm)

EX-99.2 (hubs-ex99_2.htm)

GRAPHIC (img151174279_0.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: hubs-20260803.htm · Sequence: 1

8-K

false000140465500014046552026-08-032026-08-03

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 3, 2026

HUBSPOT, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-36680

20-2632791

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

Two Canal Park,

Cambridge, Massachusetts

02141

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (888) 482-7768

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, Par Value $0.001 per share

HUBS

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On August 5, 2026, HubSpot, Inc. (the “Company”) issued a press release announcing its financial results and other information for the quarter ended June 30, 2026. The full text of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

The information under this Item 2.02, including Exhibit 99.1 attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) Election of Director

On August 3, 2026, the Company’s Board of Directors (the “Board”) unanimously approved an increase in the size of the Board to eleven (11) directors and the appointment of Gerald (“Jerry”) Dischler as a Class I director of the Company to fill the vacancy created by the increase in the size of the Board. The effective date of Mr. Dischler’s appointment was August 5, 2026. The term of the Company’s Class I directors, including Mr. Dischler, expires on the date of the Company’s 2027 annual meeting of stockholders, or upon the election and qualification of a successor director or until the earlier resignation, death or removal of a director in such class. Mr. Dischler will not initially join any committees of the Board.

Mr. Dischler’s compensation will be consistent with that provided to all of the Company’s non-employee directors pursuant to the Company’s Amended and Restated Non-Employee Director Compensation Policy, which was filed as Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended June 30, 2025. In addition, the Company will enter into an indemnification agreement with Mr. Dischler in connection with his appointment to the Board, which is in substantially the same form as that entered into with the other directors of the Company.

There is no arrangement or understanding pursuant to which Mr. Dischler was appointed to the Board. There are no family relationships between Mr. Dischler and any director or executive officer of the Company, and Mr. Dischler has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure

On August 5, 2026, the Company issued a press release announcing Mr. Dischler’s appointment to the Board as described in Item 5.02(d) of this Current Report on Form 8-K. The full text of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

The information in this Item 7.01, including Exhibit 99.2 attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 8.01 Other Events.

On August 3, 2026, the Company’s Board authorized a share repurchase program for the repurchase of shares of the Company’s common stock in an aggregate amount of up to $1.0 billion (the “August 2026 Share Repurchase Program”) over a period of up to 24 months. All repurchases under the August 2026 Share Repurchase Program will be made in the open market, through privately negotiated transactions or other legally permissible means, including pursuant to 10b5-1 plans, and in compliance with applicable securities laws and other requirements. The August 2026 Share Repurchase Program will be funded using the Company's working capital. The timing, manner, price, and amount of the August 2026 Share Repurchase Program will be subject to the discretion of the Company’s management. The August 2026 Share Repurchase Program does not obligate the Company to acquire a specified number of shares, and may be suspended, modified, or terminated at any time, without prior notice.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

No.

Description

99.1

Press Release of HubSpot, Inc. announcing financial results for the quarter ended June 30, 2026, dated August 5, 2026, furnished herewith

99.2

Press Release of HubSpot, Inc. announcing the appointment of director, dated August 5, 2026, furnished herewith

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

HubSpot, Inc.

August 5, 2026

By:

/s/ Kate Bueker

Name: Kate Bueker

Title: Chief Financial Officer

EX-99.1

Filename: hubs-ex99_1.htm · Sequence: 2

EX-99.1

Exhibit 99.1

HubSpot Reports Q2 2026 Results

Q2'26 revenue grew 20% on an as-reported basis and 17% in constant currency compared to Q2'25

CAMBRIDGE, MA (August 5, 2026) — HubSpot, Inc. (NYSE: HUBS), the agentic customer platform for scaling businesses, announced today its financial results for the second quarter ended June 30, 2026.

Financial Highlights*

Revenue

●

Total revenue was $911.7 million, up 20% on an as-reported basis and 17% in constant currency.

Subscription revenue was $894.0 million, up 20% on an as-reported basis.

Professional services and other revenue was $17.7 million, up 8% on an as-reported basis.

Operating Income (Loss)

●

GAAP operating income was $43.3 million, compared to a GAAP operating loss of ($24.6) million.

●

Non-GAAP operating income was $185.3 million, up 44%.

●

GAAP operating margin was 4.8%, compared to (3.2%).

●

Non-GAAP operating margin was 20.3%, compared to 17.0%.

Net Income (Loss)

●

GAAP net income was $43.3 million, or $0.86 per basic and diluted share, compared to a GAAP net loss of ($3.3) million, or ($0.06) per basic and diluted share.

●

Non-GAAP net income was $164.8 million up 40% compared to $117.3 million, or $3.26 per basic and diluted share, compared to $2.23 per basic and $2.19 per diluted share, up 46% and 49%, respectively.

●

Weighted average basic and diluted shares outstanding used for GAAP net income per share were 50.6 million, compared to 52.7 million.

●

Weighted average basic and diluted shares outstanding used for non-GAAP net income per share were 50.6 million, compared to 52.7 million and 53.5 million, respectively.

Balance Sheet and Cash Flow

●

The company’s cash and cash equivalents, short-term, and long-term investments balance was $1.4 billion as of June 30, 2026.

●

During the second quarter, the company repurchased $531.9 million of its common stock.

●

During the second quarter, the company generated $222.8 million in operating cash flow, compared with $164.4 million.

●

During the second quarter, the company generated $227.5 million of cash from non-GAAP operating cash flow and $167.9 million of non-GAAP free cash flow, compared to $167.7 million of cash from non-GAAP operating cash flow and $116.2 million of non-GAAP free cash flow.

Additional Recent Business Highlights*

●

Grew Customers to 306,446 as of June 30, 2026, up 14%.

●

Average Subscription Revenue Per Customer was $11,800 during the second quarter of 2026, up 4% on an as-reported basis.

●

Calculated billings were $929.7 million in the second quarter of 2026, up 14% on an as-reported basis and 17% in constant currency.

Page | 1

“In Q2, we made deliberate choices to accelerate our AI transformation,” said Yamini Rangan, Chief Executive Officer at HubSpot. “Scaling companies want real outcomes and predictable pricing when adopting AI, and we are evolving our product, pricing, and go-to-market to meet those needs. Our agents are delivering measurable outcomes for go-to-market teams, while our pricing updates make it easier for customers to get started, realize value quickly, and scale. The AI shift unlocks a much larger opportunity for HubSpot, and I'm confident these choices position us to drive long-term, compounding growth.”

*All comparisons are to the comparable prior-year period, unless otherwise noted.

Share Repurchase Program

On August 3, 2026, the company’s Board of Directors authorized an additional share repurchase program for the repurchase of shares of the company’s common stock, in an aggregate amount of up to $1.0 billion (the “August 2026 Share Repurchase Program”) over a period of up to 24 months. Repurchases under this program will be made in the open market, through privately negotiated transactions or other means, including pursuant to 10b5-1 plans, and in compliance with applicable securities laws and other requirements. The timing, manner, price, and amount of the August 2026 Share Repurchase Program will be subject to the discretion of the company’s management. The August 2026 Share Repurchase Program does not obligate the company to acquire a specified number of shares, and may be suspended, modified, or terminated at any time, without prior notice.

Business Outlook

Based on information available as of August 5, 2026, HubSpot is issuing guidance for the third quarter and full year of 2026 as indicated below.

Third Quarter 2026:

•

Total revenue is expected to be in the range of $924.0 million to $925.0 million, up 14% year over year on an as-reported basis and 15% in constant currency.

•

Non-GAAP operating income is expected to be in the range of $187.0 million to $188.0 million, representing a 20% operating income margin.

•

Non-GAAP net income per common share is expected to be in the range of $3.25 to $3.27. This assumes approximately 49.3 million weighted average diluted shares outstanding.

Full Year 2026:

•

Total revenue is expected to be in the range of $3.678 billion to $3.686 billion, up 18% year over year on an as-reported basis and 16% in constant currency.

•

Non-GAAP operating income is expected to be in the range of $762.0 million to $766.0 million, representing a 21% operating income margin.

•

Non-GAAP net income per common share is expected to be in the range of $13.23 to $13.31. This assumes approximately 50.0 million weighted average diluted shares outstanding.

For Use of Non-GAAP Financial Measures

In our earnings press releases, conference calls, slide presentations, and webcasts, we may use or discuss non-GAAP financial measures, as defined by Regulation G. The GAAP financial measure most directly comparable to each non-GAAP financial measure used or discussed, and a reconciliation of the differences between each non-GAAP financial measure and the comparable GAAP financial measure, are included in this press release after the consolidated financial statements. Our earnings press releases containing such non-GAAP reconciliations can be found in the Investors section of our website ir.hubspot.com.

Conference Call Information

Page | 2

HubSpot will host a conference call on Wednesday, August 5, 2026 at 4:30 p.m. Eastern Time (ET) to discuss the company’s second quarter 2026 financial results and its business outlook. To register for this conference call, please use this registration link or visit HubSpot's Investor Relations website at ir.hubspot.com.

An archived webcast of this conference call will also be available on HubSpot's Investor Relations website at ir.hubspot.com.

The company has used, and intends to continue to use, the investor relations portion of its website and/or its social media channels, such as the company’s LinkedIn account (www.linkedin.com/company/hubspot), as a means of disclosing material non-public information and for complying with disclosure obligations under Regulation FD.

About HubSpot

HubSpot is the agentic customer platform that helps businesses connect and grow better. HubSpot delivers seamless connection for customer-facing teams with a unified platform that includes AI-powered engagement hubs, a Smart CRM, and a connected ecosystem with over 2,000 App Marketplace integrations, a community network, and educational content. Learn more at www.hubspot.com.

Cautionary Language Concerning Forward-Looking Statements

This press release includes certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding management’s expectations of future financial and operational performance, including our ability to manage expenses, the timing and level of our investments, and our ability to achieve and sustain profitability, expected growth, foreign currency movement, and business outlook, including our financial guidance for the third fiscal quarter of and full year 2026 and our long-term financial framework; statements regarding our share repurchase programs; statements regarding our positioning for future growth and market leadership; statements regarding the strength of our agentic customer platform; statements regarding the growth or maintenance of our upmarket business; statements regarding the economic environment; and statements regarding expected market trends, future priorities and related investments, and market opportunities, including the adoption, performance and impact of changes to our pricing, packaging and go-to-market strategies. These forward-looking statements include, but are not limited to, plans, objectives, expectations and intentions and other statements contained in this press release that are not historical facts and statements identified by words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” or words of similar meaning. These forward-looking statements reflect our current views about our plans, intentions, expectations, strategies and prospects, which are based on the information currently available to us and on assumptions we have made. Although we believe that our plans, intentions, expectations, strategies and prospects as reflected in or suggested by those forward-looking statements are reasonable, we can give no assurance that the plans, intentions, expectations or strategies will be attained or achieved. Furthermore, actual results may differ materially from those described in the forward-looking statements and will be affected by a variety of risks and factors that are beyond our control including, without limitation, risks associated with our history of losses; our ability to retain existing customers and add new customers; the continued growth of the market for a customer platform; our ability to develop new products and technologies and differentiate our platform from competing products and technologies, including artificial intelligence and machine learning technologies; our ability to manage our growth effectively over the long-term to maintain our high level of service; changes in our investment priorities, the timing of hiring and other expenses, and our ability to manage costs and achieve efficiencies; our ability to maintain and expand relationships with our solutions partners; the price volatility of our common stock; the impact of geopolitical conflicts, inflation, foreign currency movement, and macroeconomic instability on our business, the broader economy, our workforce and operations, the markets in which we and our partners and customers operate, and our ability to forecast our future financial performance, including variability in the intra-quarter linearity of our business; regulatory and legislative developments on the use of artificial intelligence and machine learning; and other risks set forth under the caption “Risk Factors” in our U.S Securities and Exchange Commission filings. We assume no obligation to update any forward-looking statements contained in this document as a result of new information, future events or otherwise.

Page | 3

Consolidated Balance Sheets

(in thousands)

June 30,

December 31,

2026

2025

Assets

Current assets:

Cash and cash equivalents

958,314

882,242

Short-term investments

379,629

821,552

Accounts receivable

378,358

419,146

Deferred commission expense

249,298

226,184

Prepaid expenses and other current assets

161,895

100,611

Total current assets

2,127,494

2,449,735

Long-term investments

45,265

136,662

Property and equipment, net

157,126

141,869

Capitalized software development costs, net

232,829

213,794

Right-of-use assets

185,551

200,821

Deferred commission expense, net of current portion

230,561

218,991

Other assets

176,819

165,602

Intangible assets, net

29,359

35,225

Goodwill

319,391

291,452

Total assets

3,504,395

3,854,151

Liabilities and stockholders’ equity

Current liabilities:

Accounts payable

25,982

24,764

Accrued compensation costs

106,045

99,195

Accrued commissions

122,442

132,003

Accrued expenses and other current liabilities

194,729

166,861

Operating lease liabilities

38,095

39,703

Deferred revenue

1,056,353

1,004,945

Total current liabilities

1,543,646

1,467,471

Operating lease liabilities, net of current portion

198,819

222,602

Deferred revenue, net of current portion

6,377

8,495

Other long-term liabilities

98,825

89,339

Total liabilities

1,847,667

1,787,907

Stockholders’ equity:

Common stock

Treasury stock

Additional paid-in capital

2,334,513

2,814,843

Accumulated other comprehensive income

165

5,244

Accumulated deficit

(678,006

)

(753,898

)

Total stockholders’ equity

1,656,728

2,066,244

Total liabilities and stockholders’ equity

3,504,395

3,854,151

Page | 4

Consolidated Statements of Operations

(in thousands, except per share data)

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Revenues:

Subscription

894,025

744,532

1,756,289

1,443,260

Professional services and other

17,715

16,334

36,446

31,743

Total revenue

911,740

760,866

1,792,735

1,475,003

Cost of revenues:

Subscription

145,957

106,670

274,681

206,900

Professional services and other

14,922

15,491

31,891

30,368

Total cost of revenues

160,879

122,161

306,572

237,268

Gross profit

750,861

638,705

1,486,163

1,237,735

Operating expenses:

Research and development

225,823

237,340

460,017

457,438

Sales and marketing

397,707

339,879

784,138

666,578

General and administrative

82,936

84,995

168,576

163,629

Restructuring

1,076

1,105

2,169

2,186

Total operating expenses

707,542

663,319

1,414,900

1,289,831

Income (loss) from operations

43,319

(24,614

)

71,263

(52,096

)

Other income (expense)

Interest income

9,412

18,290

22,296

38,854

Interest expense

(395

)

(227

)

(641

)

(872

)

Other (expense) income, net

(2,769

)

1,094

(4,057

)

(1,214

)

Total other income

6,248

19,157

17,598

36,768

Income (loss) before income tax expense

49,567

(5,457

)

88,861

(15,328

)

Income tax (expense) benefit

(6,229

)

2,199

(12,969

)

(9,723

)

Net income (loss)

43,338

(3,258

)

75,892

(25,051

)

Net income (loss) per share, basic

0.86

(0.06

)

1.47

(0.48

)

Net income (loss) per share, diluted

0.86

(0.06

)

1.47

(0.48

)

Weighted average common shares used in computing

basic net income (loss) per share:

50,569

52,696

51,525

52,427

Weighted average common shares used in computing

diluted net income (loss) per share

50,615

52,696

51,564

52,427

Page | 5

Consolidated Statements of Cash Flows

(in thousands)

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Operating Activities:

Net income (loss)

43,338

(3,258

)

75,892

(25,051

)

Adjustments to reconcile net (loss) income to net cash and cash equivalents provided

by operating activities

Depreciation and amortization

44,396

33,194

84,635

62,024

Stock-based compensation

128,482

140,975

244,227

257,668

Gain on strategic investments

(91

)

(1,754

)

(569

)

(1,869

)

Impairment of strategic investments

2,371

—

3,014

1,600

Benefit from deferred income taxes

(1,779

)

121

(1,852

)

(214

)

Amortization of debt discount and issuance costs

146

243

577

Accretion of bond discount

(3,532

)

(10,595

)

(10,321

)

(24,443

)

Unrealized currency translation

(5,494

)

2,590

(2,777

)

Changes in assets and liabilities

Accounts receivable

(24,504

)

(15,625

)

33,934

30,030

Prepaid expenses and other assets

2,670

(23,688

)

(57,849

)

(50,080

)

Deferred commission expense

(15,983

)

(22,431

)

(38,075

)

(49,590

)

Right-of-use assets

6,522

6,391

13,924

12,828

Accounts payable

(27,775

)

(8,913

)

3,544

9,121

Accrued expenses and other liabilities

57,373

61,100

32,664

59,876

Operating lease liabilities

(10,018

)

(10,204

)

(23,877

)

(17,656

)

Deferred revenue

21,075

24,466

59,456

63,888

Net cash and cash equivalents provided by operating activities

222,755

164,362

421,580

325,932

Investing Activities:

Purchases of investments

—

(155,829

)

(358,691

)

(830,204

)

Maturities of investments

413,094

502,450

900,784

1,305,509

Purchases of property and equipment

(19,652

)

(16,025

)

(35,074

)

(29,370

)

Purchases of strategic investments

(8,140

)

(7,825

)

(13,932

)

(18,825

)

Purchases of intangible assets

—

(256

)

(527

)

(256

)

Capitalization of software development costs

(39,953

)

(35,436

)

(74,292

)

(65,857

)

Business acquisitions, net of cash acquired

(19,108

)

(18,477

)

(27,449

)

(69,833

)

Net cash and cash equivalents provided by investing activities

326,241

268,602

390,819

291,164

Financing Activities:

Employee taxes paid related to the net share settlement of stock-based awards

(2,219

)

(4,742

)

(5,413

)

(13,812

)

Payment of debt issuance costs

—

(2,620

)

—

Repayment of 2025 Convertible Notes

—

(369,243

)

—

(459,811

)

Proceeds related to the issuance of common stock under stock plans

6,925

19,356

23,238

38,664

Repurchases of common stock

(536,199

)

(125,004

)

(742,880

)

(125,004

)

Net cash and cash equivalents used in financing activities

(531,493

)

(479,633

)

(727,675

)

(559,963

)

Effect of exchange rate changes on cash, cash equivalents and restricted cash

(3,126

)

21,486

(8,652

)

30,046

Net increase in cash, cash equivalents and restricted cash

14,377

(25,183

)

76,072

87,179

Cash, cash equivalents and restricted cash, beginning of period

946,640

629,082

884,945

516,720

Cash, cash equivalents and restricted cash, end of period

961,017

603,899

961,017

603,899

Page | 6

Reconciliation of non-GAAP operating income and operating margin

(in thousands, except percentages)

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

GAAP operating income (loss)

43,319

(24,614

)

71,263

(52,096

)

Stock-based compensation

128,482

140,975

244,227

257,668

Amortization of acquired intangible assets

3,107

3,006

6,278

5,919

Acquisition related expense

9,358

8,670

18,168

15,751

Restructuring charges

1,076

1,105

2,169

2,186

Non-GAAP operating income

185,342

129,142

342,105

229,428

GAAP operating margin

4.8

(3.2

4.0

(3.5

Non-GAAP operating margin

20.3

17.0

19.1

15.6

Reconciliation of non-GAAP net income

(in thousands, except per share amounts)

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

GAAP net income (loss)

43,338

(3,258

)

75,892

(25,051

)

Stock-based compensation

128,482

140,975

244,227

257,668

Acquisition related expense

9,358

8,670

18,168

15,751

Amortization of acquired intangibles assets

3,107

3,006

6,278

5,919

Restructuring charges

1,076

1,105

2,169

2,186

Non-cash interest expense for amortization of debt issuance costs

—

577

Impairment of (gain on) strategic investments, net

2,280

(1,754

)

2,445

(269

)

Income tax effects of non-GAAP items

(22,852

)

(31,523

)

(41,353

)

(43,578

)

Non-GAAP net income

164,789

117,298

307,826

213,203

Non-GAAP net income per share:

Basic

3.26

2.23

5.97

4.07

Diluted

3.26

2.19

5.97

3.96

Shares used in non-GAAP per share calculations

Basic

50,569

52,696

51,525

52,427

Diluted

50,615

53,540

51,564

53,779

Page | 7

Reconciliation of non-GAAP expense and expense as a percentage of revenue

(in thousands, except percentages)

Three Months Ended June 30,

2026

2025

COS, Subs-

cription

COS, Prof. services & other

R&D

S&M

G&A

COS, Subs-

cription

COS, Prof. services & other

R&D

S&M

G&A

GAAP expense

145,957

14,922

225,823

397,707

82,936

106,670

15,491

237,340

339,879

84,995

Stock -based compensation

(11,758

)

(646

)

(60,681

)

(34,470

)

(20,927

)

(8,190

)

(1,051

)

(70,807

)

(36,587

)

(24,340

)

Amortization of acquired

intangible assets

(2,378

)

(200

)

(28

)

(501

)

—

(2,258

)

(200

)

(434

)

(105

)

Acquisition related

expense

—

(4,660

)

(3,626

)

(1,072

)

—

(7,593

)

(125

)

(952

)

Non-GAAP expense

131,821

14,076

160,454

359,110

60,937

96,222

14,240

158,931

302,733

59,598

GAAP expense as a

percentage of revenue

16.0

1.6

24.8

43.6

9.1

14.0

2.0

31.2

44.7

11.2

Non-GAAP expense as a

percentage of revenue

14.5

1.5

17.6

39.4

6.7

12.6

1.9

20.9

39.8

7.8

Six Months Ended June 30,

2026

2025

COS, Subs-

cription

COS, Prof. services & other

R&D

S&M

G&A

COS, Subs-

cription

COS, Prof. services & other

R&D

S&M

G&A

GAAP expense

274,681

31,891

460,017

784,138

168,576

206,900

30,368

457,438

666,578

163,629

Stock -based compensation

(22,180

)

(1,335

)

(114,490

)

(65,658

)

(40,564

)

(15,887

)

(1,980

)

(127,604

)

(68,192

)

(44,005

)

Amortization of acquired

intangible assets

(4,760

)

(400

)

(56

)

(957

)

(105

)

(4,436

)

(400

)

(864

)

(210

)

Acquisition related

expense

—

(10,278

)

(4,809

)

(3,081

)

—

(14,479

)

(246

)

(1,026

)

Non-GAAP expense

247,741

30,156

335,193

712,714

124,826

186,577

27,988

315,346

597,276

118,388

GAAP expense as a

percentage of revenue

15.3

1.8

25.7

43.7

9.4

14.0

2.1

31.0

45.2

11.1

Non-GAAP expense as a

percentage of revenue

13.8

1.7

18.7

39.8

7.0

12.6

1.9

21.4

40.5

8.0

Page | 8

Reconciliation of non-GAAP subscription margin

(in thousands, except percentages)

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

GAAP subscription margin

748,068

637,862

1,481,608

1,236,360

Stock-based compensation

11,758

8,190

22,180

15,887

Amortization of acquired intangible assets

2,378

2,258

4,760

4,436

Non-GAAP subscription margin

762,204

648,310

1,508,548

1,256,683

GAAP subscription margin percentage

83.7

85.7

84.4

85.7

Non-GAAP subscription margin percentage

85.3

87.1

85.9

87.1

Reconciliation of free cash flow

(in thousands)

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

GAAP net cash and cash equivalents provided by operating activities

222,755

164,362

421,580

325,932

Purchases of property and equipment

(19,652

)

(16,025

)

(35,074

)

(29,370

)

Capitalization of software development costs

(39,953

)

(35,436

)

(74,292

)

(65,857

)

Payment of restructuring charges

4,728

3,348

9,393

7,853

Non-GAAP free cash flow

167,878

116,249

321,607

238,558

Supplemental disclosures:

Holdback payments to key employees related to acquisitions(1)

1,565

722

5,711

722

(1) Includes payments related to employee holdbacks pertaining to our acquisitions. The related expenses are recognized within operating expenses over the required service periods.

Reconciliation of operating cash flow

(in thousands)

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

GAAP net cash and cash equivalents provided by operating activities

222,755

164,362

421,580

325,932

Payment of restructuring charges

4,728

3,348

9,393

7,853

Non-GAAP operating cash flow

227,483

167,710

430,973

333,785

Supplemental disclosures:

Holdback payments to key employees related to acquisitions(1)

1,565

722

5,711

722

(1) Includes payments related to employee holdbacks pertaining to our acquisitions. The related expenses are recognized within operating expenses over the required service periods.

Page | 9

Reconciliation of forecasted non-GAAP operating income

(in thousands, except percentages)

Three Months Ended

September 30, 2026

Year Ended

December 31, 2026

GAAP operating income range

$37,563-$38,563

$197,156-$201,156

Stock-based compensation

135,055

511,271

Amortization of acquired intangible assets

4,031

14,340

Acquisition related expense

9,314

35,214

Restructuring charges

1,037

4,019

Non-GAAP operating income range

$187,000-$188,000

$762,000-$766,000

Non-GAAP operating margin range

20.2% - 20.3%

20.7% - 20.8%

Reconciliation of forecasted non-GAAP net income and non-GAAP net income per share

(in thousands)

Three Months Ended

September 30, 2026

Year Ended

December 31, 2026

GAAP net income range

$33,179-$34,179

$180,004-$184,004

Stock-based compensation

135,055

511,271

Amortization of acquired intangible assets

4,031

14,340

Acquisition related expense

9,314

35,214

Restructuring charges

1,037

4,019

Impairment of strategic investments, net

—

2,445

Income tax effects of non-GAAP items

(22,416)

(85,093)

Non-GAAP net income range

$160,200-$161,200

$662,200-$666,200

GAAP net income per basic and diluted share

$0.67-$0.69

$3.60-$3.68

Non-GAAP net income per diluted share

$3.25-$3.27

$13.23-$13.31

Weighted average common shares used in computing GAAP

basic net income per share:

49,215

49,962

Weighted average common shares used in computing GAAP

and non-GAAP diluted net income per share:

49,281

50,037

HubSpot’s estimates of stock-based compensation, amortization of acquired intangible assets, interest expense for amortization of one-time upfront debt issuance costs, restructuring charges, and income tax effects of non-GAAP items assume, among other things, the occurrence of no additional acquisitions, changes in value of strategic investments, and no further revisions to stock-based compensation and related expenses.

Non-GAAP Financial Measures

We report our financial results in accordance with accounting principles generally accepted in the United States of America, or GAAP. However, management believes that, in order to properly understand our short-term and long-term financial and operational trends, investors may wish to consider the impact of certain non-cash or non-recurring items when used as a supplement to financial performance measures in accordance with GAAP. These items result from facts and circumstances that vary in frequency and impact on continuing operations. In this release, HubSpot’s non-GAAP operating income, operating margin, subscription margin, expense, expense as a percentage of revenue, net income, operating and free cash flow are not presented in accordance with GAAP and are not intended to be used in lieu of GAAP presentations of results of operations.

Page | 10

Calculated billings is defined as total revenue recognized in a period plus the sequential change in total deferred revenue in the corresponding period. Non-GAAP operating cash flow is defined as cash and cash equivalents provided by or used in operating activities plus payment of restructuring charges. Non-GAAP free cash flow is defined as cash and cash equivalents provided by or used in operating activities less purchases of property and equipment and capitalization of software development costs, plus payment of restructuring charges. Although non-GAAP operating cash flow and non-GAAP free cash flow are not residual cash flow available for our discretionary expenditures, we believe information regarding non-GAAP operating cash flow and non-GAAP free cash flow provide useful information to investors in understanding and evaluating the strength of our liquidity and provides a comparable framework for assessing how our business performed when compared to prior periods which were not impacted by restructuring charges paid from operating cash flow.

Constant currency amounts are presented to provide a framework for assessing our operating performance excluding the effect of foreign exchange rate fluctuations. To exclude the effect of foreign currency rate fluctuations, current period results for entities reporting in currencies other than U.S. Dollars (“USD”) are converted into USD at the average exchange rates for the comparative period rather than the actual average exchange rates in effect during the respective periods.

Management believes that these non-GAAP financial measures provide additional means of evaluating period-over-period operating performance. Specifically, these non-GAAP financial measures provide management with additional means to understand and evaluate the operating results and trends in our ongoing business by eliminating certain non-cash expenses and other items that management believes might otherwise make comparisons of our ongoing business with prior periods more difficult, obscure trends in ongoing operations, or reduce management’s ability to make useful forecasts. In addition, management understands that some investors and financial analysts find this information helpful in analyzing our financial and operational performance and comparing this performance to our peers and competitors. However, these non-GAAP financial measures have limitations as an analytical tool and are not intended to be an alternative to financial measures prepared in accordance with GAAP. In addition, it should be noted that these non-GAAP financial measures may be different from non-GAAP measures used by other companies. We intend to provide these non-GAAP financial measures as part of our future earnings discussions and, therefore, the inclusion of these non-GAAP financial measures will provide consistency in our financial reporting. Management may, however, utilize other measures to illustrate performance in the future. Investors are encouraged to review the reconciliation of these non-GAAP measures to their most directly comparable GAAP financial measures. A reconciliation of our non-GAAP financial measures to their most directly comparable GAAP measures has been provided in the financial statement tables included above in this press release.

These non-GAAP measures exclude stock-based compensation, amortization of acquired intangible assets, acquisition related expenses, disposition related income, interest expense for the amortization of one-time upfront debt issuance costs, gain or impairment losses on strategic investments, restructuring charges, and account for the income tax effects of the exclusion of these non-GAAP items. We believe investors may want to incorporate the effects of these items in order to compare our financial performance with that of other companies and between time periods:

Stock-based compensation is a non-cash expense accounted for in accordance with FASB ASC Topic 718. We believe that the exclusion of stock-based compensation expense allows for financial results that are more indicative of our operational performance and provide for a useful comparison of our operating results to prior periods and to our peer companies because stock-based compensation expense varies from period to period and company to company due to such things as differing valuation methodologies and changes in stock price.

Expense for the amortization of acquired intangible assets is excluded from non-GAAP expense and income measures as HubSpot views amortization of these assets as arising from pre-acquisition activities determined at the time of an acquisition. While these intangible assets are evaluated for impairment regularly, amortization of the cost of purchased intangibles is a non-cash expense that is not typically affected by operations during any particular period. Valuation and subsequent amortization of intangible assets can also be inconsistent in amount

Page | 11

and frequency because they can significantly vary based on the timing and size of acquisitions and the inherently subjective nature of the degree to which a purchase price is allocated to intangible assets. We believe that the exclusion of this amortization expense provides for a useful comparison of our operating results to prior periods, for which we have historically excluded amortization expense, and to our peer companies, which commonly exclude acquired intangible asset amortization. It is important to note that although we exclude amortization of acquired intangible assets from our non-GAAP expense and income measures, revenue generated from such intangibles is included within our non-GAAP income measures. The use of these intangible assets contributed to our revenues earned during the periods presented and will contribute to future periods as well.

Acquisition related expenses, such as transaction costs, retention payments, and holdback payments, and disposition related income, such as proceeds from sale of assets, are transactions that are not necessarily reflective of our operational performance during a period. We believe that the exclusion of these expenses and income provides for a useful comparison of our operating results to prior periods and to our peer companies, which commonly exclude these expenses and income. Payments for acquisition related expenses are included in our non-GAAP operating cash flow and free cash flow.

In June 2020, we issued $460 million of convertible notes due in 2025 with a coupon interest rate of 0.375%. The issuance cost of the debt is amortized as interest expense over the remaining term of the debt. We believe the exclusion of this interest expense for one-time upfront issuance costs provides for a useful comparison of our operating results to prior periods and to our peer companies. The Notes matured in June 2025, and no additional expense has been recognized thereafter.

Strategic investments consist of non-controlling equity investments in privately held companies. The recognition of gains, impairment losses, or the proportionate share of net earnings can vary significantly across periods and we do not view them to be indicative of our fundamental operating activities and believe the exclusion provides for a useful comparison of our operating results to prior periods and to our peer companies.

Restructuring charges are related to severance, employee related benefits, facilities and other costs associated with the restructuring plan implemented in January 2023. Restructuring charges fluctuate in amount and frequency and are not reflective of our core business operating results. In addition to the restructuring charges related to facilities we abandoned during the year ended 2023, through 2027, we expect to both incur incremental restructuring charges and make cash payments related to such facilities. The abandonment of facilities is part of the restructuring plan we authorized on January 25, 2023 and is intended to consolidate our lease space and create higher density across our workspaces. The incremental charges we expect to incur relate to continuing costs for the abandoned facilities and are expected to be in the range of $5-6 million. We also expect to make cash payments of approximately $20 million in fixed rent payments for the abandoned facilities that will be made in monthly installments through 2027, for which we have taken the full restructuring charge during the year ended 2023. We plan on excluding both the incremental charges and cash payments and the related restructuring cash rent payments from our non-GAAP earnings, operating cash flow, and free cash flow metrics. We believe exclusion of these charges and cash payments provides useful information to investors in understanding and evaluating the strength of earnings and liquidity and provides a comparable framework for assessing how our business performed when compared to prior periods which were not impacted by excluded restructuring charges paid from operating cash flow.

The effects of income taxes on non-GAAP items reflect a fixed long-term projected tax rate of 15% to provide better consistency across reporting periods. In 2026, we updated our fixed long-term projected tax rate from 20% to 15% to reflect regulatory changes from the One Big Beautiful Bill that was signed into law on July 4, 2025. To determine this long-term non-GAAP tax rate, we exclude the impact of other non-GAAP adjustments and take into account other factors such as our current operating structure and existing tax positions in various jurisdictions. We will periodically reevaluate this tax rate, as necessary, for significant events such as relevant tax law changes and material changes in our forecasted geographic earnings mix. For a comparison of our prior-year

Page | 12

non-GAAP results, as if we had adopted the 15% long-term projected tax rate in 2025, refer to our Form 8-K filed with the SEC on February 11, 2026.

Investor Relations Contact:

investors@hubspot.com

Media Contact:

media@hubspot.com

Page | 13

EX-99.2

Filename: hubs-ex99_2.htm · Sequence: 3

EX-99.2

Exhibit 99.2

HubSpot Announces Jerry Dischler Joins Board of Directors

CAMBRIDGE, MA (August 5, 2026) — HubSpot, Inc. (NYSE: HUBS), the agentic customer platform for scaling companies, announced today that Jerry Dischler has been appointed to the company's Board of Directors, effective August 5, 2026. Dischler brings nearly 20 years of executive experience at Google, most recently leading the development of AI agents for customer service and sales. He joins HubSpot's Board as the company deepens its investment in AI and agentic technology.

Dischler is currently a Partner at Angular Ventures, where he invests in early-stage AI and enterprise technology companies. Prior to that, he served as President of Cloud Applications at Google, accelerating the deployment of AI within Google Workspace and leading the development of AI-first business applications.

Prior to Cloud Applications, for 15+ years, Dischler also served in various roles of increasing responsibility in Google’s Ads business, most recently serving as Vice President and General Manager of Advertising at Google, where he oversaw all advertising products including search, display, shopping, travel, and video, as well as analytics. In this role, oversaw the launch of Performance Max, the industry's first completely AI-driven advertising product. His experience building AI-powered advertising products at scale maps closely to HubSpot's work of helping businesses attract and engage customers.

Before Google, Dischler served as Director of Engineering at Avolent, and also held engineering and leadership roles at Hyperion, Sana Security, and Accenture.

"Jerry is a remarkable leader who deeply understands both the transformative potential of AI and what it takes to build and scale AI-first products," said Yamini Rangan, CEO of HubSpot. "His experience shaping AI-driven product strategy, building products grounded in real customer needs, and turning emerging technology into measurable customer outcomes will be invaluable as HubSpot continues to help scaling companies grow. Jerry is one of the most accomplished AI product leaders in our industry, and we're thrilled to welcome him to our Board."

"I've seen firsthand how AI reshapes the way businesses connect with their customers," said Dischler. "HubSpot has built the platform to make that real at scale, and I'm excited to be part of what comes next."

Dischler holds a bachelor's degree from the University of Chicago and an MBA from The Wharton School of Business.

About HubSpot

HubSpot (NYSE: HUBS) is the agentic customer platform that helps businesses connect and grow better. HubSpot delivers seamless connection for customer-facing teams with a unified platform that includes AI-powered engagement hubs, a Smart CRM, and a connected ecosystem with over 2,000 App Marketplace integrations, a community network, and educational content. Learn more at www.hubspot.com.

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

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dei_TradingSymbol

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

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dei_WrittenCommunications

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